8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 13, 2013

Ameristar Casinos, Inc.

(Exact name of registrant as specified in its charter)

Commission File No. 000-22494

Nevada	88-0304799
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
3773 Howard Hughes Parkway, Suite 490S, Las Vegas, NV	89169
(Address of principal executive offices)	(Zip Code)

(702) 567-7000

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

Ameristar Casinos, Inc., a Nevada corporation, is providing the disclosure contained in this Current Report on Form 8-K in connection with the August 13, 2013 closing of the Merger (as defined in Item 1.01 to this Current Report on Form 8-K), under the following items of Form 8-K: Item 1.01, Item 1.02, Item 2.01, Item 2.03, Item 3.01, Item 3.03, Item 5.01, Item 5.02, Item 5.03 and Item 9.01.

Item 1.01. Entry into a Material Definitive Agreement.

Closing Pursuant to the Merger Agreement

On December 20, 2012, Pinnacle Entertainment, Inc. (“Pinnacle”), PNK Holdings, Inc., a direct wholly-owned subsidiary of Pinnacle (“HoldCo”), PNK Development 32, Inc., an indirect wholly-owned subsidiary of Pinnacle (“Merger Sub”), and Ameristar Casinos, Inc. (“Ameristar”), entered into an Agreement and Plan of Merger (as amended by that certain First Amendment, entered into on February 1, 2013 (the “First Amendment”) and that certain Second Amendment, entered into on March 14, 2013 (the “Second Amendment”, and as amended by the First Amendment and the Second Amendment, the “Merger Agreement”)), pursuant to which (i) Merger Sub would be merged with and into Ameristar, with Ameristar surviving as a wholly-owned, indirect subsidiary of Pinnacle, or (ii) alternately, at Pinnacle’s election, under certain circumstances and under an alternative merger structure, (x) HoldCo would be merged with and into Ameristar with Ameristar as the surviving corporation (the “Alternative Merger”), and (y) immediately thereafter, Ameristar would merge with and into Pinnacle with Pinnacle as the surviving corporation (the “Post-Effective Merger” and together with the Alternative Merger, the “Merger”). On August 13, 2013, Pinnacle, HoldCo, and Ameristar completed the Alternative Merger, and immediately thereafter completed the Post-Effective Merger. As a result, Ameristar was merged with and into Pinnacle and ceased to exist as a separate entity.

Pursuant to the terms of the Merger Agreement, (i) each outstanding share of Ameristar common stock, par value $0.01 per share (the “Ameristar Common Stock”), outstanding immediately prior to the effective time of the Alternative Merger was canceled and (with the exception of shares of Ameristar Common Stock held in the treasury of Ameristar or owned, directly or indirectly, by Pinnacle or HoldCo) automatically converted into the right to receive $26.50 in cash; (ii) each outstanding option to purchase Ameristar Common Stock was accelerated and automatically converted into the right to receive a cash payment equal to the product of (x) the difference between $26.50 and the exercise price and (y) the number of shares of Ameristar Common Stock subject to such stock option; and (iii) each outstanding restricted stock unit was accelerated and automatically converted into the right to receive a cash payment equal to the product of (x) $26.50 and (y) the number of shares of Ameristar Common Stock subject to such restricted stock unit, in each case without interest and subject to deduction for any required withholding tax.

Pinnacle acquired Ameristar for approximately $2.8 billion, including assumed debt, largely with debt financing consisting of proceeds from the sale of $850 million in aggregate principal amount of its 6.375% Senior Notes due 2021 (the “New Notes” as described under the heading “Financing Related to the Merger – Joinder Agreement, Supplemental Indenture related to New Notes and Registration Rights Agreement Joinder” under this Item 1.01) and initial borrowings under an Amended and Restated Credit Facility”) (as defined and described under Item 2.03 to this Current Report on Form 8-K) under which Pinnacle is the borrower, entered into upon consummation of the Merger. The Amended and Restated Credit Facility consists of a $1.0 billion revolving credit facility, of which approximately $377 million was drawn down at the closing of the Merger, and $1.6 billion in term loans.

The information set forth in this Item 1.01 is only a brief description of the Merger and does not purport to be complete and is qualified in its entirety by reference to (i) the Merger Agreement, a copy of which is filed as Exhibits 2.1, 2.2, and 2.3 to this Current Report on Form 8-K and incorporated by reference herein and (ii) the description of the Merger Agreement included under the heading “The Merger Agreement” beginning on page 60 of Ameristar’s definitive proxy statement filed with the Securities Exchange Commission (the “Commission”) on March 25, 2013.

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FTC Consent Agreement

The Federal Trade Commission (“FTC”), on August 12, 2013, accepted for public comment an Agreement Containing Consent Orders between Pinnacle and Ameristar (together, the “Respondents”) and counsel for the FTC (the “Consent Agreement”). The FTC also issued an Order to Hold Separate and Maintain Assets (the “Order to Hold Separate”), which will become final and binding once it is served upon Pinnacle. At the completion of the public comment period, the FTC may make final the Decision and Order described in the Consent Agreement, modify it, or withdraw it from the proposed Consent Agreement. As a result of the FTC’s actions, Pinnacle and Ameristar were permitted to consummate the Merger.

Under the Consent Agreement, Pinnacle will have six months from the date the Merger closes to complete the required divestitures of Ameristar’s casino hotel development project in Lake Charles, Louisiana, and Pinnacle’s Lumiere Place Casino, HoteLumiere and the Four Seasons Hotel in St. Louis, Missouri (collectively, the “Disposition Properties”). Furthermore, if Pinnacle fails to divest any of the Disposition Properties before the expiration of any deadlines that may be imposed by the FTC or does so in a manner or condition that does not comply with the Consent Agreement, in addition to potential civil penalties, the FTC may appoint a trustee to divest a different package of assets other than the Disposition Properties in order to make the divestitures viable, competitive or more readily marketable.

The Order to Hold Separate requires that the Disposition Properties be held separate, apart and independent of Respondents’ other businesses and assets after the consummation of the Merger. Respondents must also maintain the economic viability, marketability and competitiveness of the Disposition Properties until they are sold to a buyer approved by the FTC.

The foregoing is only a brief description of the Consent Agreement and does not purport to be complete and is qualified in its entirety by reference to the Consent Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Financing Related to the Merger

Joinder Agreement, Supplemental Indenture related to New Notes and Registration Rights Agreement Joinder

On July 30, 2013, PNK Finance Corp. (“Escrow Issuer”), a former wholly-owned subsidiary of Pinnacle formed to facilitate the issuance of $850 million aggregate principal amount of 6.375% Senior Notes due 2021 (the “New Notes”), entered into a purchase agreement (the “Purchase Agreement”) under which Escrow Issuer sold $850 million aggregate principal amount of the New Notes to J.P. Morgan Securities LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Credit Agricole Securities (USA) Inc., Barclays Capital Inc. and UBS Securities LLC, on behalf of themselves and as representatives of the several initial purchasers named in Schedule 1 of the Purchase Agreement (collectively, the “Initial Purchasers”). On August 5, 2013, Escrow Issuer closed the private offering of the Notes. The Notes are governed by an Indenture, dated as of August 5, 2013 (the “New Notes Indenture”) and entered into on such date, between Escrow Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee. In connection with the sale of the Notes, Escrow Issuer entered into a registration rights agreement, dated as of August 5, 2013, with the Initial Purchasers (the “Registration Rights Agreement”). A summary description of the Purchase Agreement, the New Notes Indenture, the New Notes and the Registration Rights Agreement is set forth in Item 1.01 of the Current Report on Form 8-K filed by Pinnacle on August 5, 2013 (File No. 001-13641) and is incorporated herein by reference.

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Immediately upon consummation of the Post-Effective Merger, on August 13, 2013, Escrow Issuer merged with and into Pinnacle and ceased to exist as a separate entity (such merger, the “PNK Finance Merger”).

Upon consummation of the Merger and the PNK Finance Merger, Pinnacle and certain of its subsidiaries (including certain subsidiaries that were subsidiaries of Ameristar prior to consummation of the Merger) (such subsidiaries, the “Note Guarantors”) entered into a joinder agreement, dated August 13, 2013 (the “Joinder Agreement”), pursuant to which Pinnacle and the Note Guarantors became subject to the terms of the Purchase Agreement as if each was a party thereto.

Upon consummation of the Merger and the PNK Finance Merger, Pinnacle and the Note Guarantors also became a party to the New Notes Indenture pursuant to a supplemental indenture, dated as of August 13, 2013 (the “New Notes Supplemental Indenture”), by and among Pinnacle, the Note Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. Pursuant to the New Notes Supplemental Indenture, among other things, Pinnacle assumed the obligations of Escrow Issuer under the Indenture and the Notes, and each Note Guarantor guaranteed the obligations of Pinnacle thereunder, including certain subsidiaries of Ameristar.

In addition, upon consummation of the Merger and the PNK Finance Merger, Pinnacle and the Note Guarantors became a party to the Registration Rights Agreement pursuant to a registration rights agreement joinder, dated as of August 13, 2013 (the “Registration Rights Agreement Joinder”), by and among Pinnacle and the Note Guarantors, and agreed, among other things, to file with the Commission under the circumstances set forth therein, a registration statement under the Securities Act of 1933, as amended, (the “Securities Act”) relating to the offer to exchange the New Notes for a new issue of substantially identical notes registered under the Securities Act, no later than June 2, 2014, use commercially reasonable efforts to have the registration statement declared effective on or prior to the 30^th day after such filing deadline and consummate such exchange offer no later than July 31, 2014.

Each of the foregoing descriptions of the Joinder Agreement, the New Notes Supplemental Indenture and the Registration Rights Agreement Joinder is a summary, does not purport to be complete and is qualified in its entirety by reference to the Joinder Agreement, the New Notes Supplemental Indenture and the Registration Rights Agreement Joinder, as applicable, which are attached hereto as Exhibits 10.2, 4.1 and 4.2, respectively, and are incorporated herein by reference.

Certain of the Initial Purchasers and their affiliates have performed and may in the future provide various financial advisory, investment banking, and commercial banking services for Pinnacle and its affiliates from time to time, for which they have received, or will receive, customary fees and expenses. Affiliates of the Initial Purchasers served as lenders and/or agents under the Amended and Restated Credit Facility. Moreover, Goldman, Sachs & Co. has acted as financial advisor to Pinnacle in connection with the Merger and the sale of Disposition Properties. Finally, from time to time, certain of the Initial Purchasers and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in Pinnacle’s debt or equity securities, and may do so in the future.

Supplemental Indenture – 7.50% Senior Notes due 2021 originally issued by Ameristar

Upon consummation of the Merger, Pinnacle, the Note Guarantors and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee, entered into a Fifth Supplemental Indenture, dated as of August 13, 2013 (the “7.50% Notes Supplemental Indenture”), supplementing the indenture (the “7.50% Notes Indenture”) governing the 7.50% senior notes due 2021 (the “7.50% Notes”) originally issued by Ameristar. Pursuant to the 7.50% Notes Supplemental Indenture, (i) Pinnacle agreed to assume the due and punctual payment of the $1.040 billion in aggregate principal of, and premium, if any, and interest on all of the 7.50% Notes, the performance of every covenant of the 7.50% Notes and the indenture governing the 7.50% Notes on the part of Ameristar to be performed and observed and to join and become a party to and be bound by all other applicable provisions of the 7.50% Notes Indenture and the 7.50% Notes, and (ii) each Note Guarantor that is a subsidiary of Pinnacle prior to the consummation of the Alternative Merger agreed to provide an unconditional guaranty of the 7.50% Notes Indenture and the 7.50% Notes.

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The 7.50% Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears in cash on April 15 and October 15. The 7.50% Notes mature on April 15, 2021. The 7.50% Notes and the guarantees of the 7.50% Notes are senior unsecured obligations of Pinnacle and the Note Guarantors, respectively, and rank equally with or senior to, in right of payment, all existing or future unsecured indebtedness of Pinnacle and each Guarantor, respectively, but will be effectively subordinated in right of payment to the Amended and Restated Credit Facility and any future secured indebtedness, to the extent of the value of the assets securing such indebtedness.

At any time prior to April 15, 2014, Pinnacle may redeem up to 35% of the 7.50% Notes with the net cash proceeds of one or more equity offerings at a redemption price of 107.50% of the principal amount of the 7.50% Notes redeemed, plus any accrued and unpaid interest to the date of redemption. Pinnacle may also redeem the 7.50% Notes prior to April 15, 2015 upon payment of the make-whole premium specified in the 7.50% Notes Indenture. On or after April 15, 2015, Pinnacle may redeem the 7.50% Notes at its option, in whole or in part, at certain redemption prices as set forth in the 7.50% Notes Indenture. If a change of control of Pinnacle occurs, each holder of the 7.50% Notes will have the right to require that Pinnacle repurchase all or a portion of such holder’s 7.50% Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. The Notes are also subject to redemption or disposition requirements that may be imposed by gaming laws and regulations of gaming authorities in the jurisdictions in which Pinnacle or its subsidiaries conducts gaming operations or in certain other circumstances relating to Pinnacle’s gaming operations.

The 7.50% Notes Indenture contains covenants that limit the ability of Pinnacle and the Note Guarantors, subject to certain exceptions and qualifications, to (i) incur additional indebtedness and issue preferred stock, (ii) pay dividends or distributions on or purchase equity interests (iii) make other restricted payments or investments, (iv) redeem debt that is junior in right of payment to the Notes, (v) use its assets as security in other transactions, (vi) place restrictions on distributions and other payments from restricted subsidiaries, (vii) sell certain assets or merge with or into other entities and (viii) enter into transactions with affiliates.

As part of the consent solicitation completed at Pinnacle’s request and expense to obtain the consent from holders of the 7.50% Notes to permit consummation of the Alternative Merger, Pinnacle agreed to certain amendments to the 7.50% Notes Indenture that have the effect of reducing the capacity of Pinnacle to make payments on subordinated obligations, make dividends or distributions and repurchase stock, make investments and make other restricted payments from and after the closing of the Merger. In particular, the amendments reduce the restricted payment capacity based on consolidated net income to zero effective immediately after the effective time of the Merger and the general restricted payment basket to $75 million from $150 million under the 7.50% Notes Indenture. Pinnacle also obtained the consent from holders of the 7.50% Notes to amend the 7.50% Notes Indenture to provide that to the extent that the net proceeds of the sale of the Disposition Properties are used to repay indebtedness under the Amended and Restated Credit Facility, such repayment will reduce dollar-for-dollar the $1.8 billion threshold amount only, but not the 3.50x Consolidated EBITDA threshold amount, in determining the amount of indebtedness permitted to be incurred under the Amended and Restated Credit Facility pursuant to the 7.50% Notes Indenture.

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The 7.50% Notes Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among other things: failure to make payments on the 7.50% Notes when due, failure to comply with covenants under the 7.50% Notes Indenture, failure to pay certain other indebtedness or acceleration of maturity of certain other indebtedness, failure to satisfy or discharge certain final judgments and occurrence of certain bankruptcy events. If an event of default occurs, the trustee or holders of at least 25% of the aggregate principal amount of the then outstanding 7.50% Notes may, among other things, declare the entire outstanding balance of principal of and any accrued and unpaid interest and premium and additional interest, if any, on all outstanding 7.50% Notes to be immediately due and payable which would take effect on the fifth business day thereafter. If an event of default involving certain bankruptcy events occurs, payment of principal of and interest on the 7.50% Notes will be accelerated without the necessity of notice or any other any action on the part of any person.

The foregoing description of the 7.50% Notes Indenture (including the Form of 7.50% Notes attached as an exhibit thereto) and the 7.50% Notes Supplemental Indenture is a summary, does not purport to be complete and is qualified in its entirety by reference to the 7.50% Notes Supplemental Indenture, the 7.50% Notes Indenture and the Form of 7.50% Notes, which are attached hereto as Exhibits 4.3 and 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9, respectively, and are incorporated herein by reference.

Supplemental Indentures – 8.75% Senior Subordinated Notes due 2020 and 7.75% Senior Subordinated Notes due 2022

Upon consummation of the Merger, Pinnacle, the Note Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, entered into a Sixth Supplemental Indenture, dated as of August 13, 2013 (the “8.75% Notes Supplemental Indenture”), and a Fourth Supplemental Indenture, dated as of August 13, 2013 (the “7.75% Notes Supplemental Indenture”), pursuant to which each Note Guarantor that was a subsidiary of Ameristar prior to the consummation of the Alternative Merger agreed to provide an unconditional guaranty of the 8.75% senior subordinated notes due 2020 and the indenture governing such notes, and the 7.75% senior subordinated notes due 2022 and the indenture governing such notes, respectively. Each of the foregoing descriptions of the 8.75% Notes Supplemental Indenture and 7.75% Notes Supplemental Indenture is a summary, does not purport to be complete and is qualified in its entirety by reference to the 8.75% Notes Supplemental Indenture and 7.75% Notes Supplemental Indenture, which are attached hereto as Exhibit 4.10 and Exhibit 4.11, respectively, and are incorporated herein by reference.

Amended and Restated Credit Facility

The information set forth under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On August 13, 2013, in accordance with Merger Agreement, Ameristar paid an aggregate amount of approximately $879 million in satisfaction of all of its outstanding obligations under that certain Credit Agreement dated as of April 14, 2011 (the “Ameristar Credit Agreement”), by and among Ameristar, the lenders from time to time party thereto, and Deutsche Bank Trust Company Americas, as administrative agent, and terminated the Ameristar Credit Agreement. Such amount did not include any material prepayment penalties or break fees. As a result of the termination, all liens on assets of Ameristar in connection with the Ameristar Credit Agreement were released and terminated.

Item 2.01. Completion of Acquisition and Disposition of Assets.

The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading “Closing Pursuant to the Merger Agreement” is incorporated herein by reference.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 13, 2013, Pinnacle entered into an Amended and Restated Credit Facility with various lenders and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Amended and Restated Credit Facility”), which amends and restates the Company’s Fourth Amended and Restated Credit Agreement dated as of August 2, 2011, as amended. The Amended and Restated Credit Facility consists of (i) $1.6 billion of term loans comprised of $500 million of Tranche B-1 term loans and $1.1 billion in Tranche B-2 term loans and (ii) a $1 billion revolving credit commitment, of which approximately $377 million was drawn at closing of the Merger. The Amended and Restated Credit Facility permits Pinnacle, in the future, to increase the commitments under the revolving credit facility and to obtain additional term loans, in each case from existing or new lenders that are willing to commit to such an increase so long as Pinnacle is in pro forma compliance with its financial and other covenants under the Amended and Restated Credit Facility.

Subject to acceleration and mandatory pre-payment provisions in the Amended and Restated Credit Facility (as described below), the loans are due to be paid as follows: (i) the Tranche B-1 term loans are due and payable in full on August 13, 2016; (ii) the revolving credit loans are due and payable in full on August 13, 2018; and (iii) the Tranche B-2 term loans are due and payable in full on August 13, 2020; provided, that such date shall be accelerated to November 15, 2019, if any portion of Pinnacle’s 8.75% Senior Subordinated Notes due May 15, 2020 are outstanding on November 19, 2019. The proceeds of the Amended and Restated Credit Facility may be used to: (i) pay the consideration for the Merger; (ii) repay in full all existing indebtedness of Pinnacle, Ameristar and their respective subsidiaries as of the date of the Amended and Restated Credit Facility, other than specified existing indebtedness and other indebtedness permitted to remain outstanding under the terms of the Amended and Restated Credit Facility; (iii) pay the fees, costs and expenses related to the transactions contemplated by the Amended and Restated Credit Facility, the loan documents related thereto and the acquisition documents related to the Merger; and (iv) for the working capital and general corporate purposes of Pinnacle and its subsidiaries.

The Amended and Restated Credit Facility requires quarterly repayments with respect to the term loans in amounts equal to 0.25% of the outstanding principal of such loans. Pinnacle is obligated to make mandatory prepayments of indebtedness under the Amended and Restated Credit Facility from the net proceeds of certain debt offerings, certain asset sales and dispositions and certain casualty events, subject in certain cases to its right to reinvest proceeds. In addition, Pinnacle will be required to prepay borrowings under the Amended and Restated Credit Facility with a percentage of its “excess cash flow” (as defined in the Amended and Restated Credit Facility). Pinnacle will have the option to prepay all or a portion of the indebtedness under the Amended and Restated Credit Facility without penalty.

The term loans bear interest, at Pinnacle’s option, at either a Eurodollar rate plus 2.75% or at a base rate plus 1.75%. The revolving credit facility bears interest, at Pinnacle’s option, at either a Eurodollar rate plus a margin ranging from 1.75% to 2.75% or at a base rate plus a margin ranging from 0.75% to 1.75%, in either case based on Pinnacle’s consolidated total leverage ratio, which in general is the ratio of consolidated total debt (less excess cash, as defined in the Amended and Restated Credit Facility) to annualized adjusted EBITDA.

The Amended and Restated Credit Facility has, among other things, financial covenants and other affirmative and negative covenants, including a required minimum consolidated interest coverage ratio, a maximum permitted consolidated total leverage ratio and a maximum permitted consolidated senior secured debt ratio.

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The obligations under the Amended and Restated Credit Facility are secured by most of the assets of Pinnacle and its restricted subsidiaries (which include certain subsidiaries that were subsidiaries of Ameristar prior to consummation of the Merger). Pinnacle’s obligations under the Amended and Restated Credit Facility are also guaranteed by all of Pinnacle’s existing and future domestic restricted subsidiaries, other than certain immaterial subsidiaries, and are required to be guaranteed by Pinnacle’s foreign restricted subsidiaries, if and when such foreign restricted subsidiaries are formed or acquired, unless such guarantee causes material adverse tax, foreign gaming or foreign law consequences.

The Amended and Restated Credit Facility provides for customary events of default, in certain cases with corresponding grace periods, including payment defaults, cross defaults with certain other indebtedness to third parties, breaches of covenants and bankruptcy events. In the case of a continuing event of default, the lenders may, among other remedies, accelerate the payment of all obligations due from Pinnacle to the lenders, charge the default rate of interest on all then outstanding or thereafter incurred obligations, and terminate the lenders’ commitments to make any further loans or issue any further letters of credit. In the event of certain defaults, the commitments of the lenders will be automatically terminated and all outstanding obligations of Pinnacle will automatically become due. In addition, the lenders may take possession of, and enforce Pinnacle’s rights with respect to, Pinnacle’s collateral, including selling the collateral.

The terms of the Amended and Restated Credit Facility were established in an arms-length negotiation in which J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Barclays Bank PLC, Credit Agricole Corporate and Investment Bank, and UBS Securities LLC acted as joint lead arrangers and joint book runners. JPMorgan Chase Bank, N.A., is the administrative agent under the Amended and Restated Credit Facility.

The information set forth in this Item 2.03 is only a brief description of the Amended and Restated Credit Facility and does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Credit Facility, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Joinder Agreement, the New Notes Supplemental Indenture, the Registration Rights Agreement Joinder, the 7.50% Notes Supplemental Indenture, the 8.75% Notes Supplemental Indenture and the 7.75% Notes Supplemental Indenture, in each case with respect to the Note Guarantors’ obligations thereunder, is incorporated by reference into this Item 2.03.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Closing Pursuant to the Merger Agreement” is incorporated by reference into this Item 3.01.

On August 13, 2013, Ameristar notified NASDAQ Stock Market (“NASDAQ”) of the closing of the Alternative Merger, and requested that NASDAQ file a delisting application on Form 25 (the “Form 25”) with the Commission to delist the Ameristar Common Stock from NASDAQ and to deregister the Ameristar Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon the effectiveness of the Form 25, Ameristar will file a certification and notice of termination on Form 15 with the Commission to request that the Ameristar Common Stock be deregistered under the Section 12(g) of the Exchange Act and to request suspension of Ameristar’s reporting obligations under Sections 13 and 15(d) of the Exchange Act in reliance on Rule 12h-3(b)(1)(i) of the Exchange Act.

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Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Closing Pursuant to the Merger Agreement” and the information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Effectiveness of the Proposed Amendments

As part of the consent solicitation completed at Pinnacle’s request and expense to obtain the consent from holders of the 7.50% Notes to permit consummation of the Alternative Merger, Pinnacle agreed to certain amendments to the 7.50% Notes Indenture that became operative immediately prior to the consummation of the Merger and that have the effect of reducing the capacity of Pinnacle to make payments on subordinated obligations, make dividends or distributions and repurchase stock, make investments and make other restricted payments from and after the closing of the Merger. In particular, the amendments reduce the restricted payment capacity based on consolidated net income to zero effective immediately after the effective time of the Merger and the general restricted payment basket to $75 million from $150 million under the 7.50% Notes Indenture. Pinnacle also obtained the consent from holders of the 7.50% Notes to amend the 7.50% Notes Indenture to provide that to the extent that the net proceeds of the sale of the Disposition Properties are used to repay indebtedness under the Amended and Restated Credit Facility, such repayment will reduce dollar-for-dollar the $1.8 billion threshold amount only but not the 3.50x Consolidated EBITDA threshold amount, in determining the amount of indebtedness permitted to be incurred under the Amended and Restated Credit Facility pursuant to the 7.50% Notes Indenture.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Closing Pursuant to the Merger Agreement” is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors and Officers of Ameristar Following the Alternative Merger

Pursuant to the terms of the Merger Agreement, at the effective time of the Alternative Merger on August 13, 2013, all of the members of the board of directors of HoldCo immediately prior to the effective time became the members of the board of directors of Ameristar. As a result, the following members of the Ameristar board of directors were terminated pursuant to the Merger Agreement upon the effective time of the Alternative Merger: Gordon R. Kanofsky, Larry A. Hodges, Thomas M. Steinbauer, Luther P. Cochrane, Carl Brooks, J. William Richardson and Leslie Nathanson Juris, Ph.D. There were no disagreements between such terminated Ameristar directors with Ameristar relating to Ameristar’s operations, policies or practices.

Upon the effective time of the Alternative Merger on August 13, 2013 and pursuant to the terms of the Merger Agreement, John A. Godfrey and Thomas LaPlaca, who were both directors of HoldCo immediately prior to the effective time, became the directors of Ameristar. There are no board committees to which either of these board members are assigned.

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As of the effective time of the Alternative Merger and pursuant to the Merger Agreement, each of the named executive officers of Ameristar immediately prior to the effective time resigned from their respective positions with Ameristar:

Name	Age		Ameristar Office Held Immediately Prior to Alternative Merger
Gordon R. Kanofsky		57	Chief Executive Officer and Class C Director
Larry A. Hodges		64	President, Chief Operating Officer and Class A Director
Thomas M. Steinbauer		62	Senior Vice President of Finance, Chief Financial Officer, Treasurer, Secretary and Class B Director
Peter C. Walsh		56	Senior Vice President, General Counsel and Chief Administrative Officer

Immediately upon consummation of the Alternative Merger, the members of the board of directors of Ameristar appointed the following individual as executive officer of Ameristar:

Name	Age		Ameristar Office Held Upon Consummation of Alternative Merger
Carlos A. Ruisanchez		42	President (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer)

Mr. Ruisanchez has served as Pinnacle’s President since May 2013, and as Chief Financial Officer since April 2011. From April 2011 until being appointed President in May 2013, Mr. Ruisanchez served as Executive Vice President. Prior to April 2011, Mr. Ruisanchez served as the Pinnacle’s Executive Vice President of Strategic Planning and Development from August 2008 to April 2011. Prior to joining Pinnacle, Mr. Ruisanchez was Senior Managing Director at Bear, Stearns & Co. Inc. (a brokerage, investment advisory, and corporate advisory services company) where he held various positions starting from 1997 to 2008. As Senior Managing Director of Bear, Stearns & Co., Mr. Ruisanchez was responsible for corporate clients in the gaming, lodging and leisure industries, as well as financial sponsor banking relationships.

There are no family relationships among any of Ameristar’s directors or executive officers.

Directors and Officers of Ameristar Following the Post-Effective Merger

Pursuant to the terms of the Merger Agreement, immediately following the consummation of the Alternative Merger and upon the consummation of the Post-Effective Merger (the “Post-Effective Closing”), by virtue of the Post-Effective Merger, the board of directors and officers of Ameristar immediately prior to the Post-Effective Closing ceased to hold such positions, and all of the members of the board of directors and all of the officers of Pinnacle immediately prior to the Post-Effective Closing remained in their respective positions as directors and officers of Pinnacle as the surviving corporation of the Post-Effective Merger, and will continue in such positions until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. There were no disagreements between such terminated Ameristar directors with Ameristar relating to Ameristar’s operations, policies or practices.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the completion of the Alternative Merger, pursuant to the terms of the Merger Agreement, at the effective time of the Alternative Merger, the Articles of Incorporation of HoldCo became the Articles of Incorporation of Ameristar and the Bylaws of HoldCo, in effect at the effective time of the Alternative Merger, became the Bylaws of Ameristar, until thereafter amended as provided by the bylaws and applicable law (and subject to the Merger Agreement) (with references to HoldCo in the Articles of Incorporation and Bylaws deemed to be references to Ameristar). The Articles of Incorporation of Ameristar and the Bylaws of Ameristar are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

9

In connection with the Post-Effective Closing, by virtue of the Post-Effective Merger, the Restated Articles of Incorporation and Restated Bylaws of Pinnacle as the surviving corporation remained the Restated Articles of Incorporation and Restated Bylaws of Pinnacle. The Restated Articles of Incorporation of Pinnacle and the Restated Bylaws of Pinnacle are filed as Exhibits 3.3 and 3.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibit

(d) Exhibits.

Exhibit	Description
2.1	Agreement and Plan of Merger, dated as of December 20, 2012, by and among Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc., is hereby incorporated by reference to Exhibit 2.1 of Pinnacle’s Current Report on Form 8-K filed December 21, 2012. (SEC File No. 001-13641).
2.2	First Amendment to Agreement and Plan of Merger, dated as of February 1, 2013, entered into by and among Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc., is hereby incorporated by reference to Exhibit 2.1 of Pinnacle’s Current Report on Form 8-K filed February 1, 2013. (SEC File No. 001-13641).
2.3	Second Amendment to Agreement and Plan of Merger, dated as of March 14, 2013, by and among Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc., is hereby incorporated by reference to Exhibit 10.1 of Pinnacle’s Quarterly Report on Form 10-Q filed May 10, 2013. (SEC File No. 001-13641).
3.1*	Amended and Restated Articles of Incorporation of Ameristar Casinos, Inc.
3.2*	Amended and Restated Bylaws of Ameristar Casinos, Inc.
3.3	Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 of Pinnacle’s Current Report on Form 8-K filed May 9, 2005. (SEC File No. 001-13641).
3.4	Restated Bylaws of Pinnacle Entertainment, Inc., as of May 24, 2011, is hereby incorporated by reference to Exhibit 3.2 of Pinnacle’s Current Report on Form 8-K filed May 26, 2011. (SEC File No. 001-13641).
4.1	Supplemental Indenture, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc., the guarantors that are signatories thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 6.375% senior notes due 2021, is hereby incorporated by reference to Exhibit 4.1 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
4.2	Registration Rights Agreement Joinder, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc. and the guarantors that are signatories thereto, is hereby incorporated by reference to Exhibit 4.2 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).

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4.3	Fifth Supplemental Indenture, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc., the guarantors that are signatories thereto and Wilmington Trust, National Association, as trustee, relating to 7.50% senior notes due 2021, is hereby incorporated by reference to Exhibit 4.3 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
4.4	Indenture, dated as of April 14, 2011, among Ameristar Casinos, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee, is hereby incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Ameristar Casinos, Inc. on April 19, 2011. (SEC File No. 000-22494).
4.5	Form of 7.5% Senior Note due 2021. (included as Exhibit A to Exhibit 4.1).
4.6	Supplemental Indenture, dated as of February 23, 2012, among Ameristar Casino Springfield, LLC, the other guarantors party thereto, Ameristar Casinos, Inc. and Wilmington Trust, National Association (as successor by merger to Wilmington Trust, FSB) as trustee, is incorporated by reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q filed by Ameristar Casinos, Inc. on May 9, 2012. (SEC File No. 000-22494).
4.7	Second Supplemental Indenture, dated as of April 26, 2012, among Ameristar Casinos, Inc., the guarantors named therein and Wilmington Trust is hereby incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Ameristar Casinos, Inc. on April 30, 2012. (SEC File No. 000-22494).
4.8	Third Supplemental Indenture, dated as of July 18, 2012, among Ameristar Lake Charles Holdings, LLC, Creative, the other guarantors party thereto, Ameristar Casinos, Inc. and Wilmington Trust, is hereby incorporated by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q filed by Ameristar Casinos, Inc. on August 8, 2012. (SEC File No. 000-22494).
4.9	Fourth Supplemental Indenture, dated as of April 2, 2013, by and among Ameristar Casinos, Inc., the guarantors party thereto and Wilmington Trust, National Association, is hereby incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Ameristar Casinos, Inc., on April 3, 2013. (SEC File No. 000-22494).
4.10	Sixth Supplemental Indenture, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc., the guarantors that are signatories thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 8.75% senior subordinated notes due 2020, is hereby incorporated by reference to Exhibit 4.10 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
4.11	Fourth Supplemental Indenture, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc., the guarantors that are signatories thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 7.75% senior subordinated notes due 2022, is hereby incorporated by reference to Exhibit 4.11 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
10.1	Agreement Containing Consent Orders, dated as of August 2, 2013, by and between Pinnacle Entertainment, Inc., Ameristar Casinos, Inc. and Counsel to the Federal Trade Commission, is hereby incorporated by reference to Exhibit 10.1 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
10.2	Joinder Agreement, dated August 13, 2013, by and among Pinnacle Entertainment, Inc. and the guarantors that are signatories thereto, is hereby incorporated by reference to Exhibit 10.5 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
10.3	Amended and Restated Credit Facility, dated August 13, 2013, by and among Pinnacle Entertainment, Inc., as borrower, among the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A. as Administrative Agent, is hereby incorporated by reference to Exhibit 10.6 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).

* Filed herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2013	Ameristar Casinos, Inc.
	By:	/s/ Carlos A. Ruisanchez
		Carlos A. Ruisanchez
		President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
2.1	Agreement and Plan of Merger, dated as of December 20, 2012, by and among Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc., is hereby incorporated by reference to Exhibit 2.1 of Pinnacle’s Current Report on Form 8-K filed December 21, 2012. (SEC File No. 001-13641).
2.2	First Amendment to Agreement and Plan of Merger, dated as of February 1, 2013, entered into by and among, Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc., is hereby incorporated by reference to Exhibit 2.1 of Pinnacle’s Current Report on Form 8-K filed February 1, 2013. (SEC File No. 001-13641).
2.3	Second Amendment to Agreement and Plan of Merger, dated as of March 14, 2013, by and among Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc., is hereby incorporated by reference to Exhibit 10.1 of Pinnacle’s Quarterly Report on Form 10-Q filed May 10, 2013. (SEC File No. 001-13641).
3.1*	Amended and Restated Articles of Incorporation of Ameristar Casinos, Inc.
3.2*	Amended and Restated Bylaws of Ameristar Casinos, Inc.
3.3	Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 of Pinnacle’s Current Report on Form 8-K filed May 9, 2005. (SEC File No. 001-13641).
3.4	Restated Bylaws of Pinnacle Entertainment, Inc., as of May 24, 2011, is hereby incorporated by reference to Exhibit 3.2 of Pinnacle’s Current Report on Form 8-K filed May 26, 2011. (SEC File No. 001-13641).
4.1	Supplemental Indenture, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc., the guarantors that are signatories thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 6.375% senior notes due 2021, is hereby incorporated by reference to Exhibit 4.1 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
4.2	Registration Rights Agreement Joinder, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc. and the guarantors that are signatories thereto, is hereby incorporated by reference to Exhibit 4.2 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
4.3	Fifth Supplemental Indenture, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc., the guarantors that are signatories thereto and Wilmington Trust, National Association, as trustee, relating to 7.50% senior notes due 2021, is hereby incorporated by reference to Exhibit 4.3 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
4.4	Indenture, dated as of April 14, 2011, among Ameristar Casinos, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee, is hereby incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Ameristar Casinos, Inc. on April 19, 2011. (SEC File No. 000-22494).
4.5	Form of 7.5% Senior Note due 2021. (included as Exhibit A to Exhibit 4.1).
4.6	Supplemental Indenture, dated as of February 23, 2012, among Ameristar Casino Springfield, LLC, the other guarantors party thereto, Ameristar Casinos, Inc. and Wilmington Trust, National Association (as successor by merger to Wilmington Trust, FSB) as trustee, is incorporated by reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q filed by Ameristar Casinos, Inc. on May 9, 2012. (SEC File No. 000-22494).
4.7	Second Supplemental Indenture, dated as of April 26, 2012, among Ameristar Casinos, Inc., the guarantors named therein and Wilmington Trust is hereby incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Ameristar Casinos, Inc. on April 30, 2012. (SEC File No. 000-22494).
4.8	Third Supplemental Indenture, dated as of July 18, 2012, among Ameristar Lake Charles Holdings, LLC, Creative, the other guarantors party thereto, Ameristar Casinos, Inc. and Wilmington Trust, is hereby incorporated by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q filed by Ameristar Casinos, Inc. on August 8, 2012. (SEC File No. 000-22494).
4.9	Fourth Supplemental Indenture, dated as of April 2, 2013, by and among Ameristar Casinos, Inc., the guarantors party thereto and Wilmington Trust, National Association, is hereby incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Ameristar Casinos, Inc., on April 3, 2013. (SEC File No. 000-22494).

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4.10	Sixth Supplemental Indenture, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc., the guarantors that are signatories thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 8.75% senior subordinated notes due 2020, is hereby incorporated by reference to Exhibit 4.10 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
4.11	Fourth Supplemental Indenture, dated as of August 13, 2013, by and among Pinnacle Entertainment, Inc., the guarantors that are signatories thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 7.75% senior subordinated notes due 2022, is hereby incorporated by reference to Exhibit 4.11 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
10.1	Agreement Containing Consent Orders, dated as of August 2, 2013, by and between Pinnacle Entertainment, Inc., Ameristar Casinos, Inc. and Counsel to the Federal Trade Commission, is hereby incorporated by reference to Exhibit 10.1 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
10.2	Joinder Agreement, dated August 13, 2013, by and among Pinnacle Entertainment, Inc. and the guarantors that are signatories thereto, is hereby incorporated by reference to Exhibit 10.5 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).
10.3	Amended and Restated Credit Facility, dated August 13, 2013, by and among Pinnacle Entertainment, Inc., as borrower, among the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A. as Administrative Agent, is hereby incorporated by reference to Exhibit 10.6 of Pinnacle’s Current Report on Form 8-K filed August 14, 2013. (SEC File No. 001-13641).

* Filed herewith.

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EX-3.1

Exhibit 3.1

CERTIFICATE OF

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

AMERISTAR CASINOS, INC.

Pursuant to the provisions of Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of Ameristar Casinos, Inc., a Nevada corporation, does hereby certify as follows:

A. The Agreement and Plan of Merger, dated as of December 20, 2012, by and among Pinnacle Entertainment, Inc., a Delaware corporation, PNK Holdings, Inc., a Delaware corporation, PNK Development 32, Inc., a Nevada corporation, and Ameristar Casinos, Inc. (as amended to date, the “Merger Agreement”) provides for the amendment and restatement of the corporation’s articles of incorporation as set forth below.

B. The Merger Agreement, and the amendment and restatement of the corporation’s articles of incorporation contemplated thereby and hereby, have been approved by the board of directors of the corporation and at least a majority of the voting power of the stockholders of the corporation, which is sufficient for approval thereof.

C. This certificate sets forth the text of the articles of incorporation of the corporation as amended and restated in their entirety to this date as follows:

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

AMERISTAR CASINOS, INC.

ARTICLE I

NAME

The name of the corporation is Ameristar Casinos, Inc. (the “Corporation”).

ARTICLE II

AUTHORIZED CAPITAL STOCK

The total authorized capital stock of the Corporation shall consist of one thousand (1,000) shares of common stock, par value $0.01 per share.

*            *             *            *

1

IN WITNESS WHEREOF, I have executed this Certificate of Amended and Restated Articles of Incorporation of Ameristar Casinos, Inc. as of August 13, 2013.

/s/ Peter C. Walsh

Name: Peter C. Walsh

Title: Senior Vice President and General Counsel

2

EX-3.2

Exhibit 3.2

AMERISTAR CASINOS, INC.

AMENDED AND RESTATED BYLAWS

(effective as of August 13, 2013)

BYLAWS

OF

AMERISTAR CASINOS, INC.

(hereinafter called the “Corporation”)

ARTICLE I.

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be the street address of the Corporation’s registered agent in the State of Nevada.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Nevada, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders may be called by the Board of Directors, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than ten (10) percent of the votes at the meeting. Upon request in writing to the Chairman of the Board, the President, any Vice President or the Secretary by any person (other than the board) entitled to call a special meeting of stockholders, the officer forthwith shall cause notice to be given to the stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4. Notice of Meetings. Notice of the place, if any, date, and hour of all stockholder meetings, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such

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meeting, except as otherwise provided herein or as required from time to time by the Nevada Revised Statutes (as amended from time to time, the “NRS”) or the Articles of Incorporation (as amended from time to time, the “Articles of Incorporation”).

Section 5. Quorum; Adjournment. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the Articles of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date, or time without notice other than announcement at the meeting, until a quorum shall be present or represented.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 6. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting.

Each stockholder shall have one (1) vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or the Articles of Incorporation.

All voting, including on the election of directors but excepting where otherwise provided herein or required by law or the Articles of Incorporation, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Articles of Incorporation, all other matters shall be determined by a majority of the votes cast.

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Section 7. Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 8. Actions by Stockholders. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this Section 8, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the telegram cablegram or other electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (B) the date on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery in accordance with any applicable provisions of the NRS.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III.

BOARD OF DIRECTORS

Section 1. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number and Term of Office. The Board of Directors shall consist of one (1) or more members. The number of directors shall be fixed and may be changed from time to time by resolution duly adopted by the Board of Directors or the stockholders, except as otherwise provided by law or the Articles of Incorporation. Except as provided in Section 3 of this Article, directors shall be elected by the holders of record of a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director or by the stockholders entitled to vote at any Annual or Special Meeting held in accordance with Article II, and the directors so chosen shall hold office until the next Annual or Special Meeting duly called for that purpose and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Nevada. The first meeting of each newly elected Board of Directors shall be held immediately following the Annual Meeting of Stockholders and no notice of such meeting shall be necessary to be given the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director by whom it is not waived either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, telegram or electronic transmission on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these Bylaws.

Section 5. Quorum. Except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws, at all meetings of the Board of Directors, a

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majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board Without a Meeting. Unless otherwise provided by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board of Directors, or committee thereof, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the directors then in office, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent allowed by law and provided in the Bylaw or resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 9. Compensation. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving

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compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 10. Removal. Unless otherwise restricted by the Articles of Incorporation or Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of two-thirds of shares entitled to vote at an election of directors.

ARTICLE IV.

OFFICERS

Section 1. General. The officers of the Corporation shall be appointed by the Board of Directors and shall consist of a Chairman of the Board or a President, or both, a Secretary, a Treasurer (or a position with the duties and responsibilities of a Treasurer) and one or more Executive Vice Presidents. The Board of Directors may also appoint one (1) or more Executive Vice Presidents, assistant secretaries or assistant treasurers, and such other officers as the Board of Directors, in its discretion, shall deem necessary or appropriate from time to time. Any number of offices may be held by the same person, unless the Articles of Incorporation or these Bylaws otherwise provide.

Section 2. Election; Term of Office. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect a Chairman of the Board or a President, or both, a Secretary and a Treasurer (or a position with the duties and responsibilities of a Treasurer), and may also elect at that meeting or any other meeting, such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors together with the powers and duties customarily exercised by such officer; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may at any time, with or without cause, by the affirmative vote of a majority of directors then in office, remove any officer.

Section 3. Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall be the chief executive officer of the Corporation. The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors and shall have such other duties and powers as may be prescribed by the Board of Directors from time to time.

Section 4. President. The President shall be the chief operating officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have and exercise such further powers and duties as may be specifically delegated to or vested in the President from time to time by these Bylaws or the Board of Directors. In the absence of the Chairman of the Board or in the event of his inability or refusal to act, or if the Board has not designated a Chairman, the President shall perform the duties of the Chairman of the Board, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the Chairman of the Board.

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Section 5. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one (1) Executive Vice Presidents, the Executive Vice Presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Executive Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

Section 6. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 7. Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, or the Secretary, and shall have the authority to perform all functions of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 8. Treasurer. The Treasurer shall be the Chief Financial Officer, shall have the custody of the corporate funds and securities, shall keep complete and accurate accounts of all receipts and disbursements of the Corporation, and shall deposit all monies and other valuable effects of the Corporation in its name and to its credit in such banks and other depositories as may be designated from time to time by the Board of Directors. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers and receipts for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall, when and if required by the Board of Directors, give and file with the Corporation a bond, in such form and amount and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of his or her duties as Treasurer. The Treasurer shall

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have such other powers and perform such other duties as the Board of Directors or the President shall from time to time prescribe.

Section 9. Assistant Treasurers. Except as may be otherwise provided in these Bylaws, Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, or the Treasurer, and shall have the authority to perform all functions of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.

Section 10. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, including Executive Vice Presidents. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers

ARTICLE V.

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board or the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation.

Section 2. Signatures. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully

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constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 7. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the President, any Vice President or the Secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE VI.

NOTICES

Section 1. Notices to Stockholders. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in the NRS.

Section 2. Waiver of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to such

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notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the notice required to be given to such person.

ARTICLE VII.

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting or by any Committee of the Board of Directors having such authority at any meeting thereof, and may be paid in cash, in property, in shares of the capital stock or in any combination thereof. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All notes, checks, drafts and orders for the payment of money issued by the Corporation shall be signed in the name of the Corporation by such officers or such other persons as the Board of Directors may from time to time designate.

Section 3. Corporation Seal. The corporate seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII.

DIRECTORS’ LIABILITY AND INDEMNIFICATION

Section 1. Directors’ Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except as and to the extent provided under NRS 78.138(7). If the NRS are amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended. Any repeal or modification of this provision shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Section 2. Right to Indemnification. Each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving (during his or her tenure as director and/or officer) at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of such Proceeding is an alleged action

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or inaction in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the NRS (or other applicable law), as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with such Proceeding. Such director or officer shall have the right to be paid by the Corporation for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, if the NRS (or other applicable law) requires, the payment of such expenses in advance of the final disposition of any such Proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it should be determined ultimately that he or she is not entitled to be indemnified under this Article or otherwise.

Section 3. Right of Claimant to Bring Suit. If a claim under Section 2 of this Article is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, together with interest thereon, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the NRS (or other applicable law) for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (or of its full Board of Directors, its directors who are not parties to the Proceeding with respect to which indemnification is claimed, its stockholders, or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the NRS (or other applicable law), nor an actual determination by any such person or persons that such claimant has not met such applicable standard of conduct, shall be a defense to such action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4. Non-Exclusivity of Rights. The rights conferred by this Article shall not be exclusive of any other right which any director, officer, representative, employee or other agent may have or hereafter acquire under the NRS or any other statute, or any provision contained in the Corporation’s Articles of Incorporation or Bylaws, or any agreement, or pursuant to a vote of stockholders or disinterested directors, or otherwise.

Section 5. Insurance and Trust Fund. In furtherance and not in limitation of the powers conferred by statute:

(1) the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the

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Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of law; and

(2) the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the fullest extent permitted by law and including as part thereof provisions with respect to any or all of the foregoing, to ensure the payment of such amount as may become necessary to effect indemnification as provided therein, or elsewhere.

Section 6. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, including the right to be paid by the Corporation the expenses incurred in defending any Proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VIII or otherwise with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 7. Amendment. Any repeal or modification of this Article VIII shall not change the rights of an officer or director to indemnification with respect to any action or omission occurring prior to such repeal or modification.

ARTICLE IX.

AMENDMENTS

Except as otherwise specifically stated within an Article to be altered, amended or repealed, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board of Directors or of the stockholders.

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